Service Agreement and Legal

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					                        PURCHASE OF SERVICE AGREEMENT

                                    LEGAL SERVICES


        This Agreement is between the Lycoming-Clinton Joinder Board, hereinafter
referred to as Program and ______________________, Esq., hereinafter referred to as
Provider. Both parties agree to be bound to the conditions and terms of the following
agreement.

                                        WITNESS

         PROGRAM proposes to use the services of PROVIDER and PROVIDER
agrees to provide such services under and subject to the following terms and conditions:


1. SCOPE OF SERVICES:

         PROVIDER shall provide Legal Services as an independent contractor and not as
a PROGRAM employee for any purpose. PROVIDER will diligently and conscientiously
devote his/her time and attention and best efforts to render Legal Services as indicated.

         PROVIDER will perform such Legal Services as described in the Request for
Proposals approved by the Joinder Board on November 18, 2009, including any addenda
thereto.


2. DISCRIMINATION:

        PROVIDER shall not discriminate against any person because of race, color,
religious creed, ancestry, national origin, age, sex, or handicap.
3. TERM OF AGREEMENT:

      This Agreement shall begin on _________________, 20__, through and including
_____________, 20__.


4. TERMINATION:

          This Agreement shall terminate upon the satisfactory completion of the work by
PROVIDER and acceptance by PROGRAM, or upon 60 days’ written notice by either party
at any time; or upon incapacity of PROVIDER. In the event of termination, PROGRAM
shall pay PROVIDER for work performed to the satisfaction of PROGRAM up to the
effective date of the termination.
5. METHOD OF PAYMENT:

          PROGRAM agrees to pay PROVIDER per Attachment _______ with total
payment not to exceed ________________. Payment shall be made promptly following
receipt of invoices submitted monthly based on the rates contained in Attachment _____
and subject to PROGRAM approval of satisfactory performance of the work required under
this Agreement. If the maximum amount of the Agreement is reached, PROVIDER shall
not perform additional work unless a written Addendum to this Agreement providing for an
increase in the maximum is approved by the parties.

         PROVIDER acknowledges that Internal Revenue Service (IRS) regulations may
require that PROGRAM withhold Social Security, Medicare or other taxes from payments
due PROVIDER . Such withholding shall not constitute a default under this Agreement.
PROVIDER shall not be entitled to receive any “employee” benefits from PROGRAM
including, for example, pension or health insurance.


6. RECORD MAINTENANCE:

        PROVIDER agrees to maintain records relating to the performance of the services
hereunder as required by PROGRAM. Such records shall be open for inspection to
PROGRAM and to such agents of PROGRAM as are designated during reasonable
business hours.


7. SOLE CONTRACTOR:

         PROVIDER agrees that he/she shall be PROGRAM’S sole contractor under this
Agreement. PROVIDER agrees to indemnify, defend and hold PROGRAM harmless from
and against all claims, losses, expenses (including reasonable attorney’s fees), demands or
judgments (“Claims”) which result or arise out of the negligent or willful misconduct of
PROVIDER or its officers, agents, servants, or employees under this Agreement for
personal injury or property damage as well as for any employment, tax, withholding,
discrimination or other employment related claims concerning PROVIDER’S employees.


8. DEFAULT/RESOLUTION

         If the PROVIDER or PROGRAM defaults in its performance under the Terms and
Conditions of the Agreement, the defaulting party shall be notified promptly in writing. If
the defaulting party fails to resolve a default within thirty (30) days after notification or if
the default requires more than thirty (30) days to resolve and the defaulting party fails to
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begin resolution of the default within thirty (30) days after notification, this Agreement will
be terminated. The PROGRAM has the sole right to accept or reject any individual
assigned by PROVIDER.


9. WORKERS’ COMPENSATION IMMUNITY/COMPENSATION ACT:

         PROVIDER hereby expressly waives any immunity under the Workers’
Compensation Act, either as an employer or statutory employer, for any claim brought by
the PROGRAM. This waiver is intended to comply with the provisions of Section 303(b)
[77 P.S. @481(b)] of said Act.

        PROVIDER accepts, in so far as the work covered by any such contract is
concerned, the provisions of the Workers’ Compensation Act and any reenactments,
supplements or amendments thereto.


10. INSURANCE:

          PROVIDER agrees, if it is a corporation or employer, to carry Workers’
Compensation and Unemployment Compensation per statutory requirements. If motor
vehicle travel is associated with performance, PROVIDER agrees that is carries and will
continue to carry Automobile Liability insurance. An original certificate of insurance,
showing Automobile Liability, Workers’ Compensation, General Liability and
Professional Liability insurance coverage (if applicable to the work) will be submitted by
PROVIDER to PROGRAM along with this signed Agreement.

                                Insurance requirements are as follows:

Commercial General Liability: Occurrence form (ISO 10/01 or equivalent)
Each policy and Certificate of Insurance shall contain an endorsement naming the
PROGRAM as an Additional Insured. If Additional Insured language is not shown,
contract will not be processed.


              $2,000,000       General Aggregate
              $1,000,000       Products/Completed Operations Aggregate
              $1,000,000       Personal/Advertising Injury
              $1,000,000       Each Occurrence

              (Any restrictive endorsements must be included)

Workers’ Compensation & Employer’s Liability:

              PA Statutory Coverage
              Employers Liability – Statutory Limits


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Automobile Liability (Business): (only if contract involves transportation of persons or
goods)

              Covering “Any” Automobile used in connection with contract.
              $1,000,000 combined Single Limit

Malpractice/Professional Errors and Omissions Liability: (only if contract involves
performance of a recognized professional service)

              $1,000,000       Each Occurrence
              $1,000,000       Aggregate

Claims-made basis acceptable for Professional Errors and Omissions.
If coverage on insurance policy is due to expire before the end of the contract period, it is
the responsibility of the vendor to provide an updated Certificate of Insurance to the
PROGRAM prior to the expiration date. If coverage should expire prior to completion
date shown on contract, the PROGRAM reserves the right to withhold payment(s) until
updated Certificate is provided.


11. INDEPENDENT ATTORNEY:

         PROVIDER certifies that he/she is totally independent of any company or
contractor that may perform work for the PROGRAM regarding this contract and that
PROVIDER will not receive any remuneration or commission of any kind from any such
vender as a result of PROVIDER’S performance under this Agreement.


12. CONFLICT OF INTEREST:

          PROVIDER will inform the PROGRAM in writing immediately if any potential
conflict of interest arises during the performance of this Agreement. Conflict of interest
may constitute grounds for termination of this Agreement following notification by
PROGRAM to PROVIDER, (allowing PROVIDER a reasonable opportunity to respond)
where same is not corrected by PROVIDER within a reasonable time period after notice.

13. OWNERSHIP OF DOCUMENTS:

         PROGRAM shall be the owners of and shall be entitled to possession of any
software, computations, plans, correspondence or other pertinent data and information
gathered by, developed, or computed by Contractor under this Agreement.


14. HIPAA:

         PROVIDER assumes any and all responsibility for compliance with the Health
Insurance Portability and Accountability Act of 1996 (HIPPA) relative to the processing,

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confidentiality, and security of medical and/or health information and related
documentation/records in connection with the PROVIDER’S provision of services as set
forth under this Agreement and hereby agrees to indemnify, defend, reimburse, and hold
harmless the PROGRAM, its officers, agents and employees for or on account of any
violation of HIPAA attributable to performance under this Agreement which subjects the
PROGRAM to any non-compliance penalties, whether civil or otherwise.


15. PUBLIC OFFICIAL AND EMPLOYEES ETHICS ACT:

          PROVIDER certifies that to the best of its knowledge, no PROGRAM official or
employee has a vested interest, financial or otherwise, in this Agreement. PROVIDER
agrees to comply in all respects with the Public Official and Employees Ethics Act (65
P.S. Section 1101 et seq.)


16. NOTICE:

         Notices under this Agreement shall be directed to:

         For PROVIDER:

         _________________________________________

         _________________________________________

         _________________________________________

         _________________________________________


         For PROGRAM:

         _________________________________________

         _________________________________________

         _________________________________________

         _________________________________________


17. SOLICITATION:

         PROVIDER and PROGRAM both agree not to solicit, hire, contract with or
engage the employment or services of any employee or former employee of PROVIDER
or PROGRAM during the period of and for one year after the termination of the

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Agreement without written approval. PROVIDER and PROGRAM agree that such
approval will not be unreasonably withheld.


18. CHANGES/MODIFICATIONS:

         This Agreement contains the full understanding of the parties. Any
modifications to be effected are to be in writing signed by the parties.


19. LAWS OF COMMONWEALTH:

        This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.


         IN WITNESS WHEREOF, the parties have entered their duly authorized
signatures below on the date first set forth above.


____________________________               LYCOMING-CLINTON JOINDER BOARD

_____________________________              ________________________________
______________________                     Commissioner Ernest P. Larson, President
                                           Lycoming-Clinton Joinder Board

                                            ________________________________
                                            Deborah M. Duffy
                                            MH/MR Administrator

Date: _______________                       Date: _______________

Reviewed:

____________________________
Jacqueline Herman
MH/MR Fiscal Officer
 DATE: __________




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